0001144204-16-123628.txt : 20160912 0001144204-16-123628.hdr.sgml : 20160912 20160912164423 ACCESSION NUMBER: 0001144204-16-123628 CONFORMED SUBMISSION TYPE: DEL AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160912 DATE AS OF CHANGE: 20160912 EFFECTIVENESS DATE: 20160912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN ENTERPRISES L.P. CENTRAL INDEX KEY: 0000813762 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 133398766 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEL AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-213563 FILM NUMBER: 161881354 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: SUITE 4600 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: SUITE 4600 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN REAL ESTATE PARTNERS L P DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN ENTERPRISES FINANCE CORP. CENTRAL INDEX KEY: 0001297337 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEL AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-213563-01 FILM NUMBER: 161881355 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: SUITE 4600 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: SUITE 4600 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: Icahn Enterprises Finance Corp DATE OF NAME CHANGE: 20100412 FORMER COMPANY: FORMER CONFORMED NAME: American Real Estate Finance Corp. DATE OF NAME CHANGE: 20040715 DEL AM 1 v448685_delam.htm DEL AM

September 12, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

Re:

Icahn Enterprises L.P.

Icahn Enterprises Finance Corp.

Registration Statement on Form S-3 (No. 333-213563)

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form S-3 (File No. 333-213563) filed with the Securities and Exchange Commission by Icahn Enterprises L.P. and Icahn Enterprises Finance Corp. (together, the “Registrants”) on September 9, 2016. Pursuant to Rule 473 of the Securities Act of 1933 (the “Act”), as amended, the following delaying amendment, prescribed by Rule 473(a) of the Act, is hereby incorporated into the facing page of the Registration Statement immediately following the calculation of the registration fee:

“The Registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.”

If you have any questions regarding this request, please contact the undersigned at (646) 861 7575. Thank you for your attention to this matter.


	Very truly yours,

	By:		/s/ Peter Reck
			Peter Reck
			Chief Accounting Officer

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153 TELEPHONE (212) 702-4300 FAX (212) 750-5841

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